1 CONSULTANT AGREEMENT
This Consultant Agreement (“Agreement”), dated for purposes of identification only this _____ day of __________, 2023, is made and entered into by and between the City of Anaheim, a municipal corporation (“Anaheim”), and Intec Services, Inc., a Colorado corporation (“Consultant”). Anaheim and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”
RECITALS
A. Anaheim is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City of Anaheim; and
B. Anaheim desires to obtain the services of a consultant for detailed inspection of Anaheim’s overhead electric systems and for gathering, managing, and delivering to Anaheim the inspection-inventory data in an electronic medium that is compatible with Anaheim’s GIS format (“Project”); and
C. Consultant possesses the skill, experience, ability, background, certification, and knowledge to provide the Project services as described in this Agreement; and
D. Anaheim has solicited and received a proposal from Consultant, has reviewed the Consultant’s previous experience and evaluated the expertise of Consultant, and Anaheim desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions herein contained, the Parties agree as follows:
2 1. SERVICES TO BE PROVIDED BY CONSULTANT
In compliance with all of the terms and conditions of this Agreement, Consultant shall provide to Anaheim all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Project (“Services”). The Services are more particularly described in the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference (“Scope of Services”).
The Anaheim Public Utilities General Manager (“General Manager”) may elect to delete certain tasks from the Scope of Services in his sole discretion.
2. TERM
The term of this Agreement shall commence on the Effective Date and shall terminate on the second (2nd) anniversary of the Effective Date, unless terminated earlier as set forth in Section 25 below (“Term”). The General Manager or designee is authorized to, by either an extension letter or an amendment, extend the Term for up to twelve (12) additional months to allow Consultant to complete the Services or any Extra Services (defined below). To extend the Term, the General Manager or designee must provide Consultant with written notice of Anaheim’s election to extend before expiration of the Term.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of this Agreement, and Consultant shall perform and complete the Services in accordance with the schedule included in Exhibit A. The failure of Consultant to adhere to the schedule may result in Anaheim’s election to terminate this Agreement.
3.2 The time period(s) specified for performance of the Services rendered, pursuant to this Agreement, shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of 3 God or of the public enemy; unusually severe weather, fires, earthquakes, floods, pestilence, or other natural catastrophes; epidemics; quarantine restrictions; riots; strikes; freight embargoes; wars; litigation; civil disturbance or disobedience; labor dispute; labor or material shortage; sabotage; change in government priorities; restraint by court order or public authority; and action or non-action by or inability to obtain the necessary authorization or approvals from any governmental agency or authority, and/or acts of any governmental agency, including Anaheim, which by the exercise of due diligence such Party cannot reasonably be expected to avoid and by which exercise of due diligence has been unable to overcome, if Consultant shall within ten (10) days of the commencement of such delay notify Anaheim’s project administrator (“Project Administrator”) in writing of the causes of the delay. The Project Administrator shall ascertain the facts and the extent of delay and may extend the time for performing the Services for the period of the enforced delay if, in the judgment of the Project Administrator, such delay is justified. The Project Administrator’s determination shall be final and conclusive upon the Parties. In the event of delay, however caused, Consultant’s sole remedy shall be an extension of the Term, pursuant to this Section, and Consultant shall not be entitled to recover damages against Anaheim.
4. COMPENSATION
4.1 Anaheim shall pay Consultant for the Services satisfactorily completed pursuant to the unit prices (“Unit Prices”) and billing rates (“Billing Rates”) set forth in the Schedule of Compensation attached hereto as Exhibit B and incorporated herein by reference (“Schedule of Compensation”).
4.2 Anaheim shall reimburse Consultant for only those costs or expenses specifically approved in writing in advance by the General Manager or designee.
4.3 It is understood by and agreed between the Parties to this Agreement that full and complete payment for all Services provided in accordance with this Agreement, including, but 4 not limited to, all reimbursable expenses and subconsultant fees, if any, shall not exceed four million six hundred twenty-three thousand two hundred dollars ($4,623,200) (“Contract Amount”), except as provided in Section 4.4.
4.4 Subject to the limitations set forth in this Section 4.4, the General Manager is authorized to approve additional expenditures not to exceed fifteen percent (15%) of the Contract Amount for additional services not included in the Scope of Services (“Extra Services”); provided, the General Manager determines, in his sole discretion, that (a) the Extra Services are necessary for the successful completion of the Services; (b) the proposed Extra Services are of a like nature that were not foreseen by Anaheim at the time of the award of the Agreement; (c) budget appropriations are available; and (d) in the professional opinion of the General Manager, it is in the City’s best interest to do so.
.01 In no event shall Consultant render Extra Services beyond the scope of this Agreement without the written authorization of the General Manager. .02 All Extra Services approved in writing by the General Manager shall be billed at either the rates set forth in the Schedule of Compensation or at a fixed price, at Anaheim’s sole discretion. If billed at a fixed price, Consultant shall provide Anaheim with a general description of the Extra Services to be performed with a proposed price. The Extra Services will be incorporated into the Services and the Agreement upon the execution of an Extra Services letter by both Parties that contains (a) the agreed price for the Extra Services and (b) a description of the Extra Services. Consultant shall commence performance of the Extra Services either upon the execution of the Extra Services letter by the Parties or such other time expressly indicated therein.
.03 Except for the authority granted to the General Manager in this Section
4.4, no additional Services or Extra Services beyond the scope of this Agreement shall be 5 rendered by Consultant unless such Extra Services are first approved by written amendment to this Agreement.
4.5 Consultant shall submit monthly invoices to Anaheim describing the work that was performed the preceding month. Consultant’s invoices shall be based on the line items contained in Exhibit B and the quantities completed during the billing period. For items authorized in advance by Anaheim for which, in Anaheim’s sole opinion, a line item equivalent is not listed, Consultant’s invoice shall include the name of the person who performed the work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. Anaheim shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by Anaheim staff.
4.6 All Parties recognize that the continuation of this Agreement after the close of any fiscal year of Anaheim, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget.
Anaheim does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to Anaheim in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on monies paid and due for actual items delivered and Services provided.
5. PROJECT MANAGER
5.1 Consultant shall designate a project manager (“Project Manager”), who shall coordinate the Services. This Project Manager shall be available to Anaheim at all reasonable times during the Term of this Agreement. Consultant has designated Chris McMahon to be its Project Manager. It is expressly understood that the experience, knowledge, capability, and 6 reputation of the foregoing Project Manager is a substantial inducement for Anaheim to enter into this Agreement. Therefore, the foregoing Project Manager shall be responsible during the Term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the provision of Services hereunder. The foregoing Project Manager may not be changed by Consultant, and no other personnel may be assigned to supervise the Services to be provided hereunder without the express written authorization of the General Manager.
5.2 Any personnel or subconsultant, if any, who fail or refuse to perform the Services in a manner acceptable to Anaheim or who are determined by Anaheim, in its sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, or a threat to the safety of persons or property, shall be promptly removed from the Project by Consultant at the request of Anaheim. Consultant warrants that it will continuously furnish the necessary personnel to complete the Services on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Anaheim Public Utilities Department. The following employees of the Anaheim Public Utilities Department shall be authorized to take the following actions pursuant to this Agreement:
6.1 The General Manager is authorized to take any action on behalf of Anaheim as set forth herein in this Agreement, including, but not limited to termination of the Agreement in accordance with Section 25 below.
6.2 Anaheim shall identify the Project Administrator by written notice to Consultant.
Anaheim may change the Project Administrator at any time and will provide Consultant written notice as soon as it is practical. The Project Administrator shall have the power to act on behalf of Anaheim for review and approval of all Services performed by Consultant under this 7 Agreement. The Project Administrator shall not be authorized to approve Extra Services, change billing rates/Unit Prices, or terminate Services under this Agreement.
7. STANDARD OF CARE
7.1 Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services.
Consultant warrants that all employees and subconsultants, if any, shall have sufficient skill and experience to perform the Services assigned to them. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement; all applicable federal, state, and local laws; and the professional standard of care.
7.2 Consultant represents and warrants to Anaheim that it has, shall obtain, and shall keep in full force and effect during the Term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance, and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Anaheim business license during the Term.
8. FAMILIARITY WITH WORK
By executing this Agreement, Consultant represents and warrants that Consultant: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the Services should be provided; and (iii) fully understands the facilities, difficulties, and restrictions attending the provision of the Services under this Agreement.
Should Consultant discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by Anaheim, Consultant shall 8 immediately inform Anaheim of such fact and shall not proceed except at Consultant’s risk until written instructions are received from Anaheim.
9. INDEPENDENT CONTRACTOR
9.1 Neither Anaheim nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the Services, except as otherwise set forth herein. Except as expressly provided herein, Anaheim shall have no voice in the selection, discharge, supervision, or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation, or hours of service.
Consultant shall perform all Services as an independent contractor of Anaheim and shall remain at all times, as to Anaheim, a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Anaheim. Anaheim shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.
9.2 In consideration for the compensation paid to Consultant by Anaheim, Consultant agrees that Anaheim shall not be liable or responsible for any benefits, including, but not limited to, worker’s compensation, disability, retirement, life, unemployment, health, or any other benefits, and Consultant agrees that it shall not sue or file a claim, petition, or application therefor against Anaheim or any of its officers, employees, agents, representatives, or sureties. 9 10. INSURANCE
10.1 Without limiting Anaheim’s right to indemnification, it is agreed that Consultant shall secure, prior to commencing any activities under this Agreement, and maintain, during the Term of this Agreement, insurance coverage as follows:
.01 Workers’ Compensation Insurance as required by California law and Employers’ Liability Insurance in an amount not less than $1,000,000 per occurrence. .02 Commercial/Comprehensive General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent Consultant’s/Contractor’s liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, but may include a deductible or self-insured retention, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement. .03 Commercial/Comprehensive Automobile Liability Coverage including— as applicable—owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit.
.04 Professional Liability Insurance in an amount not less than $3,000,000 per occurrence or per claim, and Consultant shall maintain such coverage for at least two (2) years from the termination of this Agreement. Such insurance shall be written on a primary basis (i.e., without a self-insured retention), but may include a deductible or self-insured retention, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
.05 Aviation Insurance Covering Unmanned Aerial Vehicles in an amount not less than $1,000,000 per occurrence, if drones will be used to perform any part of the Services. 10 10.2 Insurance policies required by this Agreement shall not be voluntarily canceled or otherwise limited in scope or coverage by Consultant, until after thirty (30) days’ prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non-payment of premium that shall provide for not less than ten (10) days’ notice.
10.3 Each insurance policy required by this Agreement, except policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
.01 “It is agreed that any insurance maintained by Consultant, pursuant to this Agreement, shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City of Anaheim.”
.02 “The City of Anaheim, its officers, agents, employees, representatives, and Anaheim-designated volunteers are added as additional insureds as respects the acts, omissions, operations, and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”
10.4 Prior to commencing any work under this Agreement, Consultant shall deliver to Anaheim insurance certificates confirming the existence of the insurance required under this Agreement and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, Consultant shall provide Anaheim: (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above; or (ii) in lieu of said endorsements, documentation acceptable to Anaheim evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers: (i) admitted to write insurance in California; (ii) possessing an A. M. Best’s rating of A VII or higher; or (iii) otherwise acceptable to Anaheim, with prior written permission from Anaheim. 11 In the event that a claim or other legal action is filed against Anaheim, and if Anaheim, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then Anaheim has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the Parties agree that Consultant shall fully defend, hold harmless, and indemnify Anaheim against any such claim or other legal action.
10.5 In addition to other remedies Anaheim may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Anaheim may, at its sole option:
.01 Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof; or
.02 Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies Anaheim may have and is not the exclusive remedy for Consultant’s failure to maintain insurance or secure appropriate endorsements.
10.6 Nothing herein contained shall be construed in any way as limiting in any way the extent that a Consultant may be held responsible for payments of damages to persons or property resulting from Consultant’s (or Consultant’s contractors/subcontractor, if any) performance of the work covered under this Agreement.
10.7 In the event Consultant hires other persons or firms to perform some of the work related to this Agreement, Consultant shall ensure and certify to Anaheim in writing that: (i) the acts or omissions of such persons or firms are covered under the above-referenced liability insurance; or (ii) such firms maintain insurance equal to or better than and is subject to the same 12 limits, terms, and conditions as the insurance required of Consultant under this Agreement (except for firms that are not performing professional services; such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, Consultant shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to Anaheim.
10.8 Anaheim’s Risk Manager is hereby authorized to amend the requirements set forth herein in the event that a reduction is in Anaheim’s best interest.
11. INDEMNIFICATION
11.1 As respects acts, errors, or omissions in the performance of professional services, Consultant agrees to indemnify and hold harmless Anaheim, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors, or omissions of the Consultant or any sub-agent in the performance of professional services under this Agreement.
11.2 As respects all acts, errors, or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors, or omissions typically covered by general and automobile liability insurance, Consultant agrees to indemnify, defend (at Anaheim’s option), and hold harmless Anaheim, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with Consultant’s (or Consultant’s agent or sub-agent, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims that arise out of the sole negligence or willful misconduct of Anaheim.
11.3 The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether Anaheim, Consultant, or any other person maintains, or fails to 13 maintain, insurance coverage, or a self-insurance program, for any such Claims and (ii) shall survive the termination of this Agreement.
12. PREVAILING WAGES
12.1 By its execution of this Agreement, Consultant certifies that it is aware of the requirements of California Labor Code sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Consultant agrees to fully comply with such Prevailing Wage Laws in the performance of the Services. The prevailing rate of per diem wages are available at:
http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm
.
Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify, and hold Anaheim, its elected officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure by Consultant or its employees, agents, contractors, and subcontractors to comply with the Prevailing Wage Laws.
12.2 Consultant shall pay all workers subject to the Prevailing Wage Laws and not less than the prevailing wage rates as determined by the Director of Industrial Relations in accordance with the provisions of the Labor Code. As provided in Labor Code section 1775, if Consultant violates the foregoing, Consultant shall forfeit, as a penalty to Anaheim, fifty dollars ($50) for each calendar day or portion thereof for each workman paid less than the stipulated prevailing wage rate for such work or craft in which such workman is employed, for any Service subject to the Prevailing Wage Laws. In addition to said penalty and pursuant to said section 14 1775, the difference between such stipulated prevailing wage rates and the amount paid to each workman shall be paid to each workman by Consultant, as applicable.
12.3 Consultant shall strictly adhere to the provisions of the Labor Code, including sections 1810 through 1813 and 1815, regarding minimum wages, the 8-hour day, the 40-hour week, overtime, Saturday, Sunday, and holiday work. Consultant shall forfeit to Anaheim the penalties prescribed in the Labor Code for noncompliance, including the penalties set forth in section 1813 for violations of sections 1810 through 1815.
12.4 Consultant shall comply with the provisions of Labor Code, sections 1777.5 and 1777.6, and Title 8 of the California Code of Regulations, sections 200 et seq., relating to apprentice employment and training. Consultant shall assume full responsibility for compliance with said sections with respect to all apprenticeable occupations providing Services. In the event of noncompliance by Consultant, Anaheim shall withhold the penalties provided for under section 1777.7 of the Labor Code from payments then due.
12.5 Pursuant to the requirements of section 1860 of the Labor Code, Consultant will be required to secure the payment of workers’ compensation to his employees in accordance with the provisions of section 3700 of the Labor Code.
12.6 Anaheim will not recognize any claim for additional compensation because of the payment by Consultant of any wage rate in excess of the prevailing wage rate effective on the Effective Date. The possibility of prevailing wage increases is one of the elements to be considered by Consultant at the time of the proposal submission and will not, under any circumstances, be considered as the basis of a claim against Anaheim for additional compensation.
12.7 Consultant shall maintain accurate payroll records in accordance with the provisions of Labor Code section 1776 and shall, upon request, file said records with Anaheim. 15 12.8 Consultant shall forfeit as a penalty to Anaheim twenty five dollars ($25) for each calendar day during which a Consultant’s employee subject to the Prevailing Wage Laws is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, in violation of the provisions of the Labor Code and, in particular, section 1810 to section 1815 thereof, inclusive, except that the Services performed by the employees of Consultant in excess of eight (8) hours per day and forty (40) hours during any one week shall be permitted upon compensation of all hours worked in excess of eight (8) hours per day at not less than one and one-half times the basic rate of pay as provided in said section 1815.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and/or his duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned, and any meetings that have been scheduled or are desired.
14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to Anaheim for entering into this Agreement is the professional reputation, experience, and competence of Consultant. Neither the whole, nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, transferred, or encumbered in any way without the prior written consent of Anaheim. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to Anaheim. If Anaheim approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of Consultant. 16 15. SUBCONTRACTING
Except for those subcontractors set forth in the Scope of Services, if any, Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of Anaheim. Consultant shall be fully responsible to Anaheim for all acts and omissions of any approved subcontractor. Nothing in this Agreement shall create any contractual relationship between Anaheim and the subcontractor, nor shall it create any obligation on the part of Anaheim to pay or ensure the payment of any monies due to any such subcontractor other than as otherwise required by law. Anaheim is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and Anaheim pursuant to this Agreement.
16. USE AND OWNERSHIP OF DOCUMENTS AND DATA
16.1 Anaheim shall furnish to Consultant such documents, information, and materials as may be relevant and pertinent to the provision of services hereunder as Anaheim may possess or acquire.
16.2 All documents, information, and materials furnished by Anaheim to Consultant pursuant to Section 16.1 shall remain the property of Anaheim and shall be returned to Anaheim upon termination of this Agreement, for any reason. All documents, data, or material prepared or caused to be prepared by Consultant, its officers, employees, agents, and subcontractors in the course of implementing this Agreement shall become the exclusive property of Anaheim, and Anaheim shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant’s sole cost and expense, provide such documents, data, and material to Anaheim upon prior written request.
16.3 Documents and material prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by Anaheim or others on any other project. 17 Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at Anaheim’s sole risk, without liability to Consultant. Further, any and all liability arising out of changes made to Consultant’s deliverables under this Agreement by Anaheim or persons other than Consultant is waived against Consultant, and Anaheim assumes full responsibility for such changes unless Anaheim has given Consultant prior notice and has received from Consultant written consent for such changes.
17. CONFIDENTIALITY
17.1 “Confidential Information” means, with respect to a Party hereto, all information or material that either (1) is marked or identified as “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking or identification, or (2) the other Party knew, as recipient, or under the circumstances, should have known, was considered confidential or proprietary by the Disclosing Party (as defined below). Confidential Information shall consist of all information, whether in written, oral, electronic, or other form that was furnished in connection with this Agreement by the Disclosing Party or its Representatives (“Representative” is defined as any elected and appointed officials, affiliate, director, officer, employee, agent, advisor, or consultant of a Party or any of its subsidiaries or affiliates) to the Receiving Party (as defined below) or to its Representatives and specifically includes but is not limited to Anaheim’s individually identifiable customer information and Anaheim’s customer usage data and financial data.
17.2 Consultant and Anaheim shall each hold the other’s Confidential Information in confidence. Neither Party shall make the other’s Confidential Information available in any form to any third party or use the other’s Confidential Information for any purpose other than as specified in this Agreement. The Party providing Confidential Information (“Disclosing Party”) to the other Party (“Receiving Party”) shall remain the sole owner of such information. Except 18 as provided elsewhere within this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software, or other technology, either expressly or by implication to the Receiving Party, its Representatives, or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; or (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein.
17.3 By virtue of this Agreement, each Party hereto may disclose to the other Party information that is Confidential Information. This Agreement does not diminish, revoke, or supersede any existing confidentiality, non-disclosure, or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, whether or not previously disclosed, that pertains to the subject matter of this Agreement shall be governed by the terms of this Section 17, which shall supersede any such previous agreement with respect to such Confidential Information. Any Confidential Information relating to the subject matter of this Agreement that was exchanged under such previous agreement shall be treated as though it was exchanged under this Agreement as of the date of such exchange.
17.4 The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving 19 Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party.
Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.
17.5 If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of the Disclosing Party or is requested Confidential Information pursuant to the California Public Records Act or similar law, the Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if so permitted) as soon as possible. Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. So long as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, or if the Disclosing Party waives compliance with the requirements of the preceding sentence, the Receiving Party will disclose only that Confidential Information that it is legally required to disclose and will 20 exercise commercially reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.
17.6 In the event the Receiving Party discloses, disseminates, or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination, or release will be deemed a material breach of this Agreement, and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.
17.7 Within two (2) weeks of the termination of this Agreement, Consultant will return to Anaheim or destroy, to the extent permitted by law, any and all Confidential Information, including all originals, copies, translations, transcriptions, or any other form of said material without retaining any copy or duplicate thereof; provided that Consultant may retain Confidential Information contained on backup media created in the ordinary course of business; provided further that there is no effort to access such Confidential Information, and Consultant’s confidential obligations with respect to such information shall continue so long as such information is retained. Consultant shall certify in writing the destruction of the Confidential Information. Anaheim may perform an audit of Consultant’s records to confirm the return or 21 destruction of the Confidential Information. Anaheim shall have this audit right for three (3) years after the termination of this Agreement.
17.8 Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.
18. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify Anaheim, its agents, officers, representatives, and employees against any and all liability, including costs for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to Anaheim pursuant to this Agreement.
19. FISCAL RECORDS AND AUDIT
Consultant shall keep records and invoices in connection with the Services. Consultant shall use recognized accounting methods in preparing such reports and invoices. Anaheim reserves the right to designate its own employee representative(s) or its contracted representative(s) with a certified public accounting firm, who shall have the right to audit Consultant’s accounting procedures and internal controls of Consultant’s financial systems and to examine any cost, revenue, payment, claim, other records, or supporting documentation resulting from any items set forth in this Agreement. If Consultant fails to provide supporting documentation satisfactory to Anaheim for costs charged, then Consultant agrees to reimburse Anaheim for those costs. Any such audit(s) shall be undertaken by Anaheim or its representative(s) at reasonable times and in conformance with generally accepted auditing standards. Consultant agrees to fully cooperate with any such audit(s).
This right to audit shall extend during the length of this Agreement and for a period of three (3) years, or longer if required by law, following the date of final payment under this 22 Agreement. Consultant agrees to retain all necessary records/documentation for the entire length of this audit period.
Consultant will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of Consultant’s invoices and/or records shall be made within thirty (30) days from presentation of Anaheim’s findings to Consultant. If Consultant fails to make such payment, Consultant agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, which higher rate would then prevail.
Interest will be computed from the date of written notification of exception(s) to the date Consultant reimburses Anaheim for any exception(s). If an audit inspection or examination in accordance with this article discloses overcharges (of any nature) by Consultant to Anaheim in excess of one percent (1%) of the value of that portion of the Agreement that was audited, the actual cost of Anaheim’s audit shall be reimbursed to Anaheim by Consultant.
20. WITHHOLDINGS
Anaheim may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue the Services as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums, and his decision shall be final.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return that Anaheim earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld.
23 21. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant that result in expense to Anaheim greater than what would have resulted if there were not errors or omissions in the Services performed by Consultant, the additional cost and expense shall be borne by Consultant. Nothing in this paragraph is intended to limit Anaheim’s rights under the law or any other sections of this Agreement.
22. ANAHEIM’S RIGHT TO EMPLOY OTHER CONSULTANTS
Consultant acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive and that Anaheim may enter into similar agreements with other entities for the provision of similar services.
23. CONFLICTS OF INTEREST
Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the “Act”), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Services performed under this Agreement and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest.
If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by Anaheim. Consultant shall indemnify and hold harmless Anaheim for any and all claims for damages resulting from Consultant’s violation of this Section.
24. NOTICES
All notices, demands, or other writings to be made, given, or sent hereunder or that may be so given, made, or sent by either Anaheim or Consultant to the other shall be deemed to have 24 been given when (1) made in writing and personally delivered or (2) if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered; postage prepaid; and addressed to the respective Parties at the following addresses:
If to Anaheim: Anaheim City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105
With copies to: Public Utilities General Manager
City of Anaheim
201 S. Anaheim Blvd., Suite 1101
Anaheim, CA 92805
FAX No. (714) 765-4138
To Consultant: Intec Services, Inc.
4001 Automation Way
Fort Collins, CO 80525
Attention: Andrew P. Kudick, President
Telephone No. (970) 482-6550
FAX No. (970) 482-6553
25. ENFORCEMENT OF AGREEMENT
25.1 Events of Default.
.01 For purposes of this Section 25, the word “Default” shall mean the failure of Consultant to perform any of Consultant’s duties or obligations or the breach by Consultant of any of the terms and conditions set forth in this Agreement. In addition, Consultant shall be deemed to be in Default upon Consultant’s (i) application for, consent to, or suffering of, the appointment of a receiver, trustee, or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization, or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue 25 unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution, or seizure of all or a substantial portion of Consultant’s assets or of Consultant’s interests hereunder.
.02 Anaheim shall not be deemed to be in Default in the performance of any obligation required to be performed by Anaheim hereunder unless and until Anaheim has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from Consultant specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of Anaheim’s obligation is such that more than thirty (30) days are required for its performance, then Anaheim shall not be deemed to be in Default if Anaheim shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.
25.2 Immediate Termination for Consultant’s Default. In the event of any Default by Consultant, Anaheim may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by Consultant of written notice from Anaheim. In such event, Consultant shall have no further rights hereunder, and Anaheim shall have all other rights and remedies as provided by law.
25.3 Termination without Cause. Anaheim may terminate this Agreement at any time without the necessity of cause or Default by giving seven (7) days’ notice in writing to Consultant. In such event, the Parties shall have no further rights hereunder, except that Consultant shall be paid for all services adequately rendered prior to such termination.
Consultant may not terminate this Agreement except for cause.
25.4 Suspension, postponement, or abandonment of the Services. Anaheim may suspend or abandon the Services for any reason with or without notice. If any part of the Project is suspended or abandoned for any reason, Anaheim shall have the right to suspend or terminate the affected portions(s) of this Agreement, including any part of the Services. In the event of 26 such suspension or termination, Consultant shall only expend such additional time as is necessary to assemble the Services in progress for the purpose of properly filing and closing the job and as is previously approved by Project Administrator. In no event shall additional time exceed ten percent (10%) of the total time expended on the suspended or abandoned portion of the Services prior to the date of notice of suspension or termination. In the event the Services are suspended for longer than six (6) months, Consultant may terminate this Agreement as it applies to the suspended portion of the Project by giving Anaheim at least thirty (30) days’ written notice.
25.5 Consultant shall not be relieved of liability to Anaheim for damages sustained by Anaheim by virtue of any breach of Agreement by Consultant, and Anaheim may withhold any payments to Consultant for the purpose of set-off until such time as the exact amount of damages due Anaheim from Consultant is determined. In addition, Anaheim may pursue all remedies available under law for breach of this Agreement. The waiver by either Party of any breach to this Agreement shall not constitute a waiver as to any succeeding breach.
26. COMPLIANCE WITH ALL LAWS
Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, including federal, state, county, or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable local, county, state, and federal laws, rules, regulations, and permit requirements and be subject to approval of the Project Administrator.
27. WAIVER
A waiver by either Party of any breach, of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 27 28. INTEGRATED CONTRACT
This Agreement and the Exhibits hereto contain the entire agreement of Anaheim and Consultant with respect to the matters covered hereby, and no agreement, statement, or promise made by either Anaheim or Consultant that is not contained herein shall be valid or binding. No prior agreement, understanding, or representation pertaining to any the matters covered hereby shall be effective for any purpose.
29. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits, or any other attachments attached hereto, the terms of this Agreement shall govern.
30. INTERPRETATION
Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties.
31. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both Consultant and Anaheim and approved as to form by the Anaheim City Attorney.
32. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each 28 term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
33. REMEDIES CUMULATIVE
The remedies given to Anaheim and Consultant herein shall be cumulative and are given without impairing any other rights given Anaheim or Consultant by statute or law now existing or hereafter enacted and the exercise of any one (1) remedy by Anaheim or Consultant shall not exclude the exercise of any other remedy.
34. NO THIRD-PARTY BENEFICIARIES
The Parties intend that neither rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation, or undertaking established herein.
35. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement, and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, California.
36. DISCRIMINATION
Consultant agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin, or other prohibited basis in its provision of Services or hiring of subcontractors or employees. To the extent this Agreement provides that Consultant offer accommodations or services to the public, such accommodations or services shall be offered by Consultant to the public on fair and reasonable terms.
29 37. AUTHORITY
Each individual executing this Agreement on behalf of a Party/corporation, nonprofit corporation, partnership, or other entity or organization represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such Party/entity or organization and that this Agreement is binding upon the same in accordance with its terms.
Consultant shall, at Anaheim’s request, deliver a certified copy of its governing board’s resolution or certificate authorizing or evidencing such execution.
38. HEADINGS
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
39. EFFECTIVE DATE
This Agreement shall be effective on the latest date on which this Agreement is executed by Anaheim (“Effective Date”).
[SIGNATURES ON FOLLOWING PAGE]
1 EXHIBIT A
SCOPE OF SERVICES1
1. GENERAL DESCRIPTION OF SERVICES
Anaheim Public Utilities (“APU”) has overhead and underground electrical circuits running along and in City streets, utility right-of-ways, and via easements on private properties along the side and rear property lines within residential and commercial/industrial areas. This system includes approximately 20,000 wood utility poles, approximately half of which are on private property along rear lot lines (backyards, etc.). The poles carry approximately 30 miles of overhead 69kV lines; 400 miles of overhead primary (12kV) lines; 1,200 miles of overhead secondary distribution lines; and 7,000 overhead transformers, switches, and capacitors. APU also has over 120,000 electric meters in the City.
The Services consist of detailed inspection of overhead electrical assets in accordance with California’s General Order (“G.O.”) 165, identification of any G.O. 95 infractions, gathering and managing inventory data in an electronic medium that is fully compatible with the City’s GIS format, taking and organizing photos of equipment, assessing wood utility poles, and performing minor maintenance work as directed.
2. SCOPE OF SERVICES
The Services will consist of visual and detailed inspection of poles, risers, transformers, capacitor banks, cutouts, potheads, insulators, fault indicators, and related equipment, such as cross arms, mounting brackets, bird guards, high voltage signs, ground moldings, and guy guards. The Services include, but are not limited to, the following:
1. Perform detailed inspection and report findings on each pole’s condition, including its structural integrity and pole-mounted risers.
2. Perform detailed inspection and report findings on pole-mounted transformers, capacitors, and switches.
3. Identify and report on G.O. 95 infractions related to APU’s overhead assets, including clearance, signage, and other related issues.
4. Collect data, which must include GPS attributes based on the City’s geographic projection standards. Where applicable, all items shall check for or include correct unique identifier(s) such as riser Number / equipment Identification tags.
1 Any capitalized term that is undefined herein has the meaning ascribed to it in the Consultant Agreement. 2 5. Take full-height pictures (12 megapixel minimum) of each pole that is inventoried (north, south, east, and west, if possible) and time and date each photograph.
6. Inspect decorative metal street lights for signs of substantial rusting or degradation.
7. Identify “buddy poles,” those stand-alone or pole segments that are attached to wood utility poles where telecom attachments have not been transferred to the new nearby pole.
Inspections shall cover all the inspection points listed in Table 1 below and include the following inspection tasks:
a. Check poles for damage, deterioration, and mechanical damage by vehicles, fire, termites, etc.
b. Check for pole integrity including intrusive testing and stability, washed out, undermined, etc. Calculate estimated remaining structural strength for each pole and report any pole identified as deficient, along with a recommended course of action.
c. Check for damaged, broken, or loose crossarms, braces, or supports. d. Check for damaged, broken, tracking, or contaminated insulators, fuse holders, switch control arms, etc.
e. Check risers and cable terminations for damage and for blown or damaged lightning arrestors.
f. Check transformers and capacitors for damage, oil leaks, bulging, rupture, discoloration, or blown fuses.
g. Check pole switches, bell cranks, switch handles, and connecting rods for damage.
h. Check for required locking devices on switch handles and control boxes, etc.
i. Check for broken conductors or strands and loose or damaged conductor taps or clamps.
j. Check for tripped or missing fault indicators.
k. Check for damaged or missing ground wires or moldings. l. Check for loose guy wires, damaged anchors, or missing guy guards. m. Check for guy wires or service wires touching communication cables. 3 n. Check for animals, birds, and foreign material interfering with operations. o. Check for tree, shrub, and structure clearances and inadequate conductor clearances, including service drop clearances or other G.O. 95 infractions. p. Check for HIGH VOLTAGE signs, pole tags, riser numbers, and equipment numbers if applicable.
q. Perform thermal scan for hot spots on connections and splices. r. Take four full-height high quality photographs (12 megapixel minimum) of each pole (north, south, east, and west, if possible), and high quality photographs (12 megapixel minimum) from various angles of each piece of equipment on the pole showing pole numbers, tagged equipment numbers, riser numbers, equipment condition, electrical connections, etc., and time and dates of photographs.
s. Replace missing pole numbers or riser numbers using APU-supplied reflective tags as directed by APU.
t. Identify any missing or broken HIGH VOLTAGE signs for follow-up by APU.
u. Replace or repair any missing or broken groundwire moldings or guy guards.
v. Identify poles / assets for follow-up by APU that require up-close inspection of pole-top, crossarms, and equipment.
3. FURTHER DETAILS CONCERNING SCOPE OF SERVICES
Consultant will dedicate at least four experienced crews and one supervisor to provide all the inspection items, except for Item No. 5 of Exhibit B. In providing wind loading calculations, Consultant will partner with its owner, EDM International (“EDM”), to perform the wind loading calculations in O-Calc as described in the RFP. A separate Consultant crew will return to the rejected poles to collect the data required to perform the wind loading calculations in O-Calc.
These measurements will be collected by utilizing the IKE 4, and that data will be uploaded to the cloud where EDM engineers will access it and then run the loading in O-Calc. These results will be provided to APU in the format requested. Table 2 below lists the proposed number of hours estimated for each inspection line item.
For poles set in concrete, such as in sidewalks, that require groundline inspection for deficiencies, Consultant’s scope will include concrete removal and temporary patching of the excavated area for pedestrian safety. APU’s crews will follow-up for permanent concrete repairs at a later time.
4 For infrared (“IR”) inspections, Consultant will partner with Brady Infrared, which will provide training to the inspection crews to perform the IR inspections as well as provide support as needed throughout the term of this Agreement.
Consultant will dedicate one experienced inspector with a crew to provide the overhead GO165 and GO95 inspections and to update APU’s database, groundline inspections, remedial treatment applications, detailed inspections, and infrared scans as described in the RFP. For the overhead GO 165 and GO 95 infraction inspections, Consultant will utilize I-Pads with cellular data subscriptions that will run ArcGIS Collector provided by APU.
For the wood pole inspections, Consultant will partially excavate the poles to a depth of
20.” Poles in concrete and/or with multiple risers will be inspected at groundline, and another crew will return to remove and dispose of the concrete. If an internal or external degradation is found, the pole will then be fully excavated. The poles will be sounded from the bottom of the excavation to as high as the inspector can reach, listening for areas of degradation, and then the poles will be bored with a 7/8” wood auger bit in the areas most likely to find decay.
Consultant’s proposal for intrusive testing of all poles over 5 years old includes a minimum of two new 45-degree bores for each pole, 90 degrees apart, supplemented with a horizontal bore using a Resistograph
® drill to capture any wood decay signature, with samples delivered to APU. Each hole will be probed with a shell thickness indicator to determine the presence of any internal decay or insect damage. These holes will also be utilized for the fumigant application; the quantity will depend upon the circumference of the pole. Should any degradation be found, additional borings will be done with a ½” wood auger bit to accurately determine the amount of degradation. This will be carefully measured and then the results will be entered into the structural analysis program called D-Calc™, and the serviceability of the pole, the ratings, and the D-Calc™ results will be provided to APU. All groundline inspection data will be collected in CartoPac and delivered to APU in the GIS format required.
Consultant confirms that all material proposed for pole treatment are safe for residential backyard and non-restricted use and will be installed internally in the poles to avoid exposure to any plants, animals, humans, etc. The treatment material proposed by Consultant will be applied to the exposed external surface of the pole, then wrapped with moisture proof paper to ensure that the preservative stays on the pole and does not leech into the surrounding soil.
For the steel streetlights, Consultant crews will remove the bolts and detach the two-part baseplates in order to inspect the base at the groundline interface. Any signs of corrosion or other degradation will be documented in the CartoPac database. As an added value inspection, Consultant crews will utilize digital ultrasonic thickness gauges (D-meters) to determine the steel thickness at the point of measure. Consultant will assess the steel thickness at various locations around the groundline of the poles to ensure no internal degradation exists.
As part of Quality Assurance/Quality Control (“QA/QC”) and inspection data tracking, Consultant will utilize APU’s database and ESRI logins to access the raw ESRI web map and/or feature service. With that, Consultant and EDM will build a dashboard and QA/QC methods.
Consultant will set up a “collaboration” between APU’s ArcGIS Online/Portal with EDM’s ArcGIS Online/Portal.
5 4. INSPECTION SCHEDULE
The Services shall be completed within two years of the Effective Date. The Consultant will organize and report inspections, pole-intrusive tests, and treatment results to APU on a weekly basis or as directed by APU.
5. GIS DATA COLLECTION
Overhead inspection data will be reported and collected via ArcGIS Collector. The Consultant will provide tablets to its staff with the following requirements:
• iPad Mini, iPad, or iPad Pro with a cellular data subscription, iOS 8 or later – or –
• Android tablet with a cellular data subscription, Android 4.1 or later 6 6. INSPECTION POINTS & Estimated Hours
7 Table 1 (Continued): Anaheim’s Overhead Electric System Inspection Points
POLE (continued)
BROKEN DAMAGED INSULATOR
THERMAL SCAN PERFORMED
CONTAMINATED INSULATOR
DAMAGED/MISSING LIGHTNING
ARRESTER
FAULT INDICATOR PRESENT
GROUND WIRE
ACCESSIBLE
BUDDY/TOPPED POLE PRESENT
CONDITION RATING
CORRECTIVEWORKNEEDED
FIELD NOTES
8 Table 2: Estimated Task Hours
ITEM DESCRIPTION UNIT ESTIMATED
QUANTITY OF
WORK
HOUR
PER
UNIT
TOTAL
1 COMPILE OVERHEAD ELECTRIC SYSTEM DATA PROVIDED BY ANAHEIM.
DATA SOURCES INCLUDE ANAHEIM ’S GIS AND POLE CARD DATA
BASES, AND GIS ELECTRIC INVENTORY MAPS. UPDATE POLE HEIGHT,
YEAR SET, CLASS, SPECIES, ORIGINAL TREATMENT, GROUND
CIRCUMFERENCE, ELECTRICAL COMPONENTS, HARDWARE, PREVIOUS INSPECTION DATE AND INSPECTION CONTRACTOR ’S NAME.
EA
20000 0.0456 912
2 FROM THE GROUND, VISUALLY INSPECT, DOCUMENT, PHOTOGRAPH ENTIRE POLE, LOOK FOR DAMAGE, DETERIORATION. INSTALL MISSING POLE TAG AND MARKERS FOR POLE HEIGHT AND YEAR SET. ASSIGN A
CONDITION LEVEL TO POLE, CROSSARM, CONDUCTORS, AND ANY
EQUIPMENT PRESENT. NOTE ANY FOLLOW -UP MAINTENANCE
REQUIRED INCLUDING BROKEN GROUND MOLDING, MISSING TAGS, CONDUIT STUB CAPS, OR GUYWIRE MARKER / GUARD.
EA
20000
0.3333
6,666
3 FROM THE GROUND, PERFORM INFRARED SCAN, INSPECT, DOCUMENT,
PHOTOGRAPH ANY POLE- MOUNTED RISERS (R, RC, RS, SR, RT),
TRANSFORMERS, CAPACITORS (FC/SC), SWITCHES AND DISCONNECTS (PS/PD) AND ASSOCIATED ELECTRICAL COMPONENTS, WIRES,
HARDWARE FOR EACH POLE. REPORT ANY GO 95 INFRACTIONS.
UPDATE CITY GIS DATE COLLECTOR. INSTALL ANY MISSING LABELS FURNISHED BY CITY FOR RISERS, CAPACITORS AND POLE SWITCHES.
INSPECTION TO BE DONE VISUALLY FROM GROUND LEVEL.
EA
20000
0.16 3,200
4 POLE INTRUSIVE TESTING AND INSPECTION PER CONSULTANT ’S
RECOMMENDED PROCEDURE TO CONFIRM POLE STRUCTURAL
INTEGRITY. CALCULATE AND REPORT THE PERCENTAGE REMAINING POLE STRENGTH. PROVIDE RECOMMENDED FOLLOW-UP ACTION
(REPLACE, INSTALL TRUSS, ETC)
EA
20000
0.1667
3,334
5 PREPARE POLE WINDLOADING CALCULATIONS FOR T&D POLES FAILING INTRUSTIVE TESTING USING O -CALC.
EA 2000 0.8 1,600
6 EXCAVATION AND INSPECTION OF WOOD POWER POLE, RESTORE HARDSCAPE AND LANDSCAPE TO ORIGINAL CONDITION. FOR THOSE
POLES IN CONCRETE SIDEWALK, BACKFILL AND COMPACT
EXCAVATION AREA WITH NATIVE SOIL AND PLACE TEMPORARY PATCH
FOR PEDESTRIAN SAFETY, PENDING PERMANENT CONCRETE
SIDEWALK REPLACEMENT BY OTHERS
EA
20000
0.36 7,200
7 EXTERNAL GROUND-LINE TREATMENT OF WOOD POWER POLE EA 10000 0.1 1,000 8 FUMIGANT TREATMENT OF WOOD POWER POLE EA 20000 0.1 2,000 9 INTERNAL VOID TREATMENT OF WOOD POWER POLE TO RESTORE
STRUCTURAL INTEGRITY
EA 3000 0.1 300
10 INSPECT, DOCUMENT, PHOTOGRAPH STEEL STREETLIGHT STANDARD DESIGN #744. DETACH 2-PIECE CASE BASE AND ASSESS FOR RUSTING
AND DEGRADATION OF THE STEEL POLE BASE AFFECTING ITS
STRUCTURAL INTEGRITY.
EA
1000
0.3333
333
TOTAL (ITEMS 1 TO 10) = 26,545
1 EXHIBIT B
SCHEDULE OF COMPENSATION
ITEM DESCRIPTION UNIT ESTIMATED
QUANTITY OF
WORK
UNIT
PRICE
TOTAL
1 COMPILE OVERHEAD ELECTRIC SYSTEM DATA PROVIDED BY ANAHEIM.
DATA SOURCES INCLUDE ANAHEIM ’S GIS AND POLE CARD DATA
BASES, AND GIS ELECTRIC INVENTORY MAPS. UPDATE POLE HEIGHT,
YEAR SET, CLASS, SPECIES, ORIGINAL TREATMENT, GROUND
CIRCUMFERENCE, ELECTRICAL COMPONENTS, HARDWARE, PREVIOUS INSPECTION DATE AND INSPECTION CONTRACTOR ’S NAME.
EA
20000
$5.75
$115,000.00
2 FROM THE GROUND, VISUALLY INSPECT, DOCUMENT, PHOTOGRAPH ENTIRE POLE, LOOK FOR DAMAGE, DETERIORATION. INSTALL MISSING POLE TAG AND MARKERS FOR POLE HEIGHT AND YEAR SET. ASSIGN A
CONDITION LEVEL TO POLE, CROSSARM, CONDUCTORS, AND ANY
EQUIPMENT PRESENT. NOTE ANY FOLLOW -UP MAINTENANCE
REQUIRED INCLUDING BROKEN GROUND MOLDING, MISSING TAGS, CONDUIT STUB CAPS, OR GUYWIRE MARKER / GUARD.
EA
20000
$45.25
$905,000.00
3 FROM THE GROUND, PERFORM INFRARED SCAN, INSPECT, DOCUMENT,
PHOTOGRAPH ANY POLE- MOUNTED RISERS (R, RC, RS, SR, RT),
TRANSFORMERS, CAPACITORS (FC/SC), SWITCHES AND DISCONNECTS (PS/PD) AND ASSOCIATED ELECTRICAL COMPONENTS, WIRES,
HARDWARE FOR EACH POLE. REPORT ANY GO 95 INFRACTIONS.
UPDATE CITY GIS DATE COLLECTOR. INSTALL ANY MISSING LABELS FURNISHED BY CITY FOR RISERS, CAPACITORS AND POLE SWITCHES.
INSPECTION TO BE DONE VISUALLY FROM GROUND LEVEL.
EA
20000
$36.15
$723,000.00
4 POLE INTRUSIVE TESTING AND INSPECTION PER CONSULTANT ’S
RECOMMENDED PROCEDURE TO CONFIRM POLE STRUCTURAL
INTEGRITY. CALCULATE AND REPORT THE PERCENTAGE REMAINING POLE STRENGTH. PROVIDE RECOMMENDED FOLLOW-UP ACTION
(REPLACE, INSTALL TRUSS, ETC)
EA
20000
$33.95
$679,000.00
5 PREPARE POLE WINDLOADING CALCULATIONS FOR T&D POLES FAILING INTRUSTIVE TESTING USING O -CALC.
EA 2000 $153.20 $306,400.00
6 EXCAVATION AND INSPECTION OF WOOD POWER POLE, RESTORE HARDSCAPE AND LANDSCAPE TO ORIGINAL CONDITION. FOR THOSE
POLES IN CONCRETE SIDEWALK, BACKFILL AND COMPACT
EXCAVATION AREA WITH NATIVE SOIL AND PLACE TEMPORARY PATCH
FOR PEDESTRIAN SAFETY, PENDING PERMANENT CONCRETE
SIDEWALK REPLACEMENT BY OTHERS
EA
20000
$61.85
$1,237,000.00
7 EXTERNAL GROUND-LINE TREATMENT OF WOOD POWER POLE EA 10000 $9.45 $94,500.00 8 FUMIGANT TREATMENT OF WOOD POWER POLE EA 20000 $11.35 $227,000.00 9 INTERNAL VOID TREATMENT OF WOOD POWER POLE TO RESTORE
STRUCTURAL INTEGRITY
EA 3000 $13.60 $40,800.00
10 INSPECT, DOCUMENT, PHOTOGRAPH STEEL STREETLIGHT STANDARD DESIGN #744. DETACH 2-PIECE CASE BASE AND ASSESS FOR RUSTING
AND DEGRADATION OF THE STEEL POLE BASE AFFECTING ITS
STRUCTURAL INTEGRITY.
EA
1000
$45.50
$45,500.00
11 ALLOWANCE TO PERFORM WORK AS DIRECTED BY THE CITY OF ANAHEIM ON A TIME AND MATERIALS BASIS.
T&M $250,000 T&M $250,000.00
TOTAL (ITEMS 1 TO 11) = $4,623,200.00
2 Consultant’s Billing Rates for Items Charged on a Time & Materials Basis (Item No. 11 above)
3